Change in MOA and AOA
What is MOA?
A Memorandum of Association (MOA) is a legal document prepared in the formation and registration process of a limited liability company to define its relationship with shareholders. The MOA is the charter of the company which defines and limits the powers of a company for the information of the public at large.
What are the main clause of the MOA?
There are six clauses of MOA i.e Name clause, situation clause, object clause, liability clause, capital clause, Association clause.
When it is to be filed?
It has to be filed with the Registrar of Companies during the process of incorporating a company. It contains the fundamental conditions under which the company is allowed to operate. it had to include the "objects clause" which let the shareholders, creditors and those dealing with the company know what is its permitted range of operation.
What is AOA?
It refers to that document of the company in which rules of internal management to achieve the objective laid down in the memorandum of association are stated and form the company's constitution.
AOA defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors.
Documents Required for Change in MOA and AOA
Process Involved
Step 1
Calling of Board Meeting
Step 2
Board Resolution
Step 3
Notice of EGM
Step 4
Special Resolution
Step 5
Form MGT 14
Step 6
Approval by ROC
FAQ'S
- How do I intimate Ministry of Corporate Affairs about change in Object Clause of MOA
- In case a company wants to change its object clause, it can do so by filling passing necessary resolution and file eForm MGT-14.
- How can a company increase authorized capital?
- A company can increase its authorized capital by filing eForm SH-7. Similarly, subscribed capital and paid up capital of the company can be increased on filing and approval of Form PAS-3 (Return of allotment of shares).
- Can I change subscriber clause of the Memorandum of Association?
- You can’t amend the subscriber clause as Subscriber clause contains the particulars of the promoters who subscribed the share capital at the time of incorporation
- What can be amended in the Memorandum of Association?
- Following clauses can be amended under Companies Act, 2013: (a) Name of the Company, (b) State of India where registered office of the company is situated, (c) Main objects of the Company and matters considered necessary in furtherance thereof, (d) Liability of members of the company; and (e) Authorised share capital of the company.
- What can be amended in the Articles of Association?
- As the Articles of Association are the rules and regulation of the company which the company needs to comply. We can amend/change any clause in the Articles provided it shall be within the provisions of the Companies Act, 2013.
- Can we amend the Memorandum of Association and Articles of Association in the same meeting?
- Yes we can
- How can we change the name of the company?
- Name of the existing company can be changed after complying the provisions of the Companies Act, 2013.
- What things should kept in mind while filing for name reservation.
- following things should be avoided: 1. Use of identical names with that of an existing LLP or body corporates except with the approval of such company by way of Resolution. 2. Use of general names 3. Use of the word ‘sahakari’ or ‘co-operative’. 4. The Emblems and Names (Prevention of Improper Use) Act, 1950 prohibits certain kinds of names. Therefore, use of such names should also be avoided. 5. Use of the name of national heroes such as ‘Bhagat Singh enterprises’. 6. Use of meaningless or vague alphabets such as GFVCGCBDH Ltd. 7. Prefixing words like modern, new to the names of already established, successful firms whether in India or outside. 8. Use of the name of state or country.
- How much time does it take to change the name of the company?
- As per our practical experience, it takes around 10-15 days. However there is no limit prescribed on the Registrar for the name approval and name change.
- How can we change the objects of the company?
- Object Clause of the existing company can be changed after complying the provisions of the Companies Act, 2013
- What are the specific objects which need prior approval?
- Activities such as Architecture, Banking, Mutual Fund, Financing activities, Insurance activities, Stock Broker, Multilevel Marketing, etc. as mentioned in the Companies Act, 2013 needs prior approval.
- Which names requires prior approval of the Regulators?
- If the Proposed name includes words such as Insurance, Bank, Stock exchange, Venture Capital, Asset Management, Nidhi, or Mutual Fund etc, prior approval of Respective Authority/ Regulator is required.
- Can subscribed capital/paid-up capital be more than Authorised Capital?
- No. subscribed capital/paid-up capital cannot be more than Authorised Capital
- Do I need to pay the stamp duty on increased of Authorised Capital?
- We need to pay the stamp duty as per the increased in the Authorised Share Capital.
- Is it mandatory to amend the Situation clause of Memorandum of Association in case of change in Registered Office?
- Only in case if Registered Office is shifted from one state to another, we need to amend the Situation clause of Memorandum of Association
